exv10w5






Exhibit 10.5




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of June 30, 2008 (the “Effective
Date”), by and between FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (the
“Company”), and James W. Woodall (the “Employee”). In consideration of the mutual covenants and
agreements set forth herein, the parties agree as follows:



     1. Purpose and Release. The purpose of this Agreement is to terminate all prior
agreements between Company, and any of its affiliates, and Employee relating to the subject matter
of this Agreement, to recognize Employee’s significant contributions to the overall financial
performance and success of Company, to protect Company’s business interests through the addition of
restrictive covenants, and to provide a single, integrated document which shall provide the basis
for Employee’s continued employment by Company. In consideration of the execution of this Agreement
and the termination of all such prior agreements, the parties each release all rights and claims
that they have, had or may have arising under such prior agreements.



     2. Employment and Duties. Subject to the terms and conditions of this Agreement,
Company employs Employee to serve as SVP and Chief Accounting Officer. Employee accepts such
employment and agrees to undertake and discharge the duties, functions and responsibilities
commensurate with the aforesaid position and such other duties and responsibilities as may be
prescribed from time to time by the Company. Employee shall devote substantially all of his
business time, attention and effort to the performance of his duties hereunder and shall not engage
in any business, profession or occupation, for compensation or otherwise without the express
written consent of the Company, other than personal, personal investment, charitable, or civic
activities or other matters that do not conflict with Employee’s duties.



     3. Term. This Agreement shall commence on the Effective Date and, unless terminated
as set forth in Section 8, continue for a period of two (2) years ending on the second anniversary
of the Effective Date (the “Employment Term”). Notwithstanding any termination of this Agreement or
Employee’s employment, Sections 8 through 10 shall remain in effect until all obligations and
benefits that accrued prior to termination are satisfied.



     4. Salary. During the Employment Term, Company shall pay Employee an annual base
salary, before deducting all applicable withholdings, of no less than $275,000.00 per year, payable
at the time and in the manner dictated by Company’s standard payroll policies. Such minimum annual
base salary may be periodically reviewed and increased (but not decreased without Employee’s
express written consent) at the discretion of the Company to reflect, among other matters, cost of
living increases and performance results (such annual base salary, including any increases pursuant
to this Section 4, the “Annual Base Salary”).



     5. Other Compensation and Fringe Benefits. In addition to any executive bonus,
pension, deferred compensation and long-term incentive plans which Company or an affiliate of
Company may from time to time make available to Employee, Employee shall be entitled to the
following during the Employment Term:



 









 






	 	(a)	 	the standard Company benefits enjoyed by Company’s other top executives as a
group;
	 
	 	(b)	 	medical and other insurance coverage (for Employee and any covered dependents)
provided by Company to its other top executives as a group;
	 
	 	(c)	 	an annual incentive bonus opportunity under Company’s annual incentive plan
(“Annual Bonus Plan”) for each calendar year included in the Employment Term, with such
opportunity to be earned based upon attainment of performance objectives established by
the Company (“Annual Bonus”). Employee’s target Annual Bonus under the Annual Bonus
Plan shall be no less than 50% of Employee’s then current Annual Base Salary (the
“Annual Bonus Opportunity”). Employee’s Annual Bonus Opportunity may be periodically
reviewed and increased (but not decreased without Employee’s express written consent)
at the discretion of the Company. The Annual Bonus shall be paid no later than the
March 15th first following the calendar year to which the Annual Bonus
relates. Unless provided otherwise herein or the Board determines otherwise, no Annual
Bonus shall be paid to Employee unless Employee is employed by Company, or an affiliate
thereof, on the Annual Bonus payment date; and
	 
	 	(d)	 	participation in Company’s equity incentive plans.





     6. Vacation. For and during each calendar year within the Employment Term, Employee
shall be entitled to reasonable paid vacation periods consistent with Employee’s position and in
accordance with Company’s standard policies, or as the Company may approve. In addition, Employee
shall be entitled to such holidays consistent with Company’s standard policies or as Company may
approve.



     7. Expense Reimbursement. In addition to the compensation and benefits provided
herein, Company shall, upon receipt of appropriate documentation, reimburse Employee each month for
his reasonable travel, lodging, entertainment, promotion and other ordinary and necessary business
expenses to the extent such reimbursement is permitted under Company’s expense reimbursement
policy.



     8. Termination of Employment. Company or Employee may terminate Employee’s employment
at any time and for any reason in accordance with Subsection 8(a) below. The Employment Term shall
be deemed to have ended on the last day of Employee’s employment. The Employment Term shall
terminate automatically upon Employee’s death.




	 	(a)	 	Notice of Termination. Any purported termination of Employee’s
employment (other than by reason of death) shall be communicated by written Notice of
Termination (as defined herein) from one party to the other in accordance with the
notice provisions contained in Section 25. For purposes of this Agreement, a “Notice of
Termination” shall mean a notice that indicates the Date of Termination (as that term
is defined in Subsection 8(b)) and, with respect to a termination due to Cause (as that
term is defined in Subsection 8(d)), Disability (as that term is defined in Subsection
8(e)) or Good Reason (as that term is




2









 












	 	 	 	defined in Subsection 8(f)), sets forth in
reasonable detail the facts and circumstances that are alleged to provide a basis for
such termination. A Notice of Termination from Company shall specify whether the
termination is with or without Cause or due to Employee’s Disability. A Notice of
Termination from Employee shall specify whether the termination is with or without Good
Reason or due to Disability.
	 
	 	(b)	 	Date of Termination. For purposes of this Agreement, “Date of
Termination” shall mean the date specified in the Notice of Termination (but in no
event shall such date be earlier than the thirtieth (30th) day following the
date the Notice of Termination is given) or the date of Employee’s death.
	 
	 	(c)	 	No Waiver. The failure to set forth any fact or circumstance in a
Notice of Termination, which fact or circumstance was not known to the party giving the
Notice of Termination when the notice was given, shall not constitute a waiver of the
right to assert such fact or circumstance in an attempt to enforce any right under or
provision of this Agreement.
	 
	 	(d)	 	Cause. For purposes of this Agreement, a termination for “Cause” means
a termination by Company based upon Employee’s: (i) persistent failure to perform
duties consistent with a commercially reasonable standard of care (other than due to a
physical or mental impairment or due to an action or inaction directed by Company that
would otherwise constitute Good Reason); (ii) willful neglect of duties (other than due
to a physical or mental impairment or due to an action or inaction directed by Company
that would otherwise constitute Good Reason); (iii) conviction of, or pleading nolo
contendere to, criminal or other illegal activities involving dishonesty; (iv) material
breach of this Agreement; or (v) failure to materially cooperate with or impeding an
investigation authorized by the Board.
	 
	 	(e)	 	Disability. For purposes of this Agreement, a termination based upon
“Disability” means a termination by Company based upon Employee’s entitlement to
long-term disability benefits under Company’s long-term disability plan or policy, as
the case may be, as in effect on the Date of Termination.
	 
	 	(f)	 	Good Reason. For purposes of this Agreement, a termination for “Good
Reason” means a termination by Employee during the Employment Term based upon the
occurrence (without Employee’s express written consent) of any of the following:






	 	(i)	 	a material diminution in Employee’s position or title, or the
assignment of duties to Employee that are materially inconsistent with
Employee’s position or title;
	 
	 	(ii)	 	a material diminution in Employee’s Annual Base Salary or
Annual Bonus Opportunity;
	 
	 	(iii)	 	within six (6) months immediately preceding or within one (1)
year immediately following a Change in Control: (A) a material adverse change
in Employee’s status, authority or responsibility (e.g., The Company has




3









 












	 	 	 	determined that a change in the department or functional group over which
Employee has managerial authority would constitute such a material adverse
change); (B) a change in the person to whom Employee reports that results in a
material adverse impact on the Employee; (C) a material adverse change in the
position to whom Employee reports or a material diminution in the authority,
duties or responsibilities of that position; (D) a material diminution in the
budget over which Employee has managing authority; or (E) a material change in
the geographic location of Employee’s principal place of employment, which is
currently Jacksonville, Florida (e.g., The Company has determined that a
relocation of more than thirty-five (35) miles would constitute such a material
change); or
	 
	 	(iv)	 	a material breach by Company of any of its obligations under
this Agreement.




Notwithstanding the foregoing, Employee being placed on a paid leave for up to sixty (60) days
pending a determination of whether there is a basis to terminate Employee for Cause shall not
constitute Good Reason. Employee’s continued employment shall not constitute consent to, or a
waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder;
provided, however, that no such event described above shall constitute Good Reason unless: (1)
Employee gives Notice of Termination to Company specifying the condition or event relied upon for
such termination either: (x) within ninety (90) days of the initial existence of such event; or (y)
in the case of an event predating a Change in Control, within ninety (90) days of the Change in
Control; and (2) Company fails to cure the condition or event constituting Good Reason within
thirty (30) days following receipt of Employee’s Notice of Termination.




     9. Obligations of Company Upon Termination.




	 	(a)	 	Termination by Company for a Reason Other than Cause, Death or Disability
and Termination by Employee for Good Reason. If Employee’s employment is
terminated by: (1) Company for any reason other than Cause, Death or Disability; or (2)
Employee for Good Reason:






	 	(i)	 	Company shall pay Employee the following (collectively, the
“Accrued Obligations”): (A) within five (5) business days after the Date of
Termination, any earned but unpaid Annual Base Salary; (B) within a reasonable
time following submission of all applicable documentation, any expense
reimbursement payments owed to Employee for expenses incurred prior to the Date
of Termination; and (C) no later than March 15th of the year in which the Date
of Termination occurs, any earned but unpaid Annual Bonus payments relating to
the prior calendar year;
	 
	 	(ii)	 	Company shall pay Employee no later than March 15th
of the calendar year following the year in which the Date of Termination
occurs, a prorated Annual Bonus based upon the actual Annual Bonus that would
have been earned by Employee for the year in which the Date of




4









 












	 	 	 	Termination
occurs (based upon the target Annual Bonus opportunity in the year in which the
Date of Termination occurred, or the prior year if no target Annual Bonus
opportunity has yet been determined, and the actual satisfaction of the
applicable performance measures, but ignoring any requirement under the Annual
Bonus plan that Employee must be employed on the payment date) multiplied by
the percentage of the calendar year completed before the Date of Termination;
	 
	 	(iii)	 	Company shall pay Employee, within thirty (30) business days
after the Date of Termination, a lump-sum payment equal to 150% of the sum of:
(A) Employee’s Annual Base Salary in effect immediately prior to the Date of
Termination (disregarding any reduction in Annual Base Salary to which Employee
did not expressly consent in writing); and (B) the average Annual Bonus paid to
Employee by Company during the three (3) years immediately preceding
termination of employment or, if higher, the target Annual Bonus opportunity in
the year in which the Date of Termination occurs; and
	 
	 	(iv)	 	all stock option, restricted stock and other equity-based
incentive awards granted by Company that were outstanding but not vested as of
the Date of Termination shall become immediately vested and/or payable, as the
case may be unless the equity incentive awards are based upon satisfaction of
performance criteria; in which case, they will only vest pursuant to their
express terms.






	 	(b)	 	Termination by Company for Cause and by Employee without Good Reason.
If Employee’s employment is terminated by Company for Cause or by Employee without Good
Reason, Company’s only obligation under this Agreement shall be payment of any Accrued
Obligations.
	 
	 	(c)	 	Termination due to Death or Disability. If Employee’s employment is
terminated due to death or Disability, Company shall pay Employee (or to Employee’s
estate or personal representative in the case of death), within thirty (30) business
days after the Date of Termination: (i) any Accrued Obligations; plus (ii) a prorated
Annual Bonus based upon the target Annual Bonus opportunity in the year in which the
Date of Termination occurred (or the prior year if no target Annual Bonus opportunity
has yet been determined) multiplied by the percentage of the calendar year completed
before the Date of Termination; plus (iii) the unpaid portion of the Annual Base Salary
for the remainder of the Employment Term.
	 
	 	(d)	 	Definition of Change in Control. For purposes of this Agreement, the
term “Change in Control” shall mean that the conditions set forth in any one of the
following subsections shall have been satisfied:






	 	(i)	 	the acquisition, directly or indirectly, by any “person”
(within the meaning of Section 3(a)(9) of the Securities and Exchange Act of
1934, as amended (the “Exchange Act”) and used in Sections 13(d) and 14(d)
thereof) of




5









 












	 	 	 	“beneficial ownership” (within the meaning of Rule 13d-3 of the
Exchange Act) of securities of Company possessing more than 50% of the total
combined voting power of all outstanding securities of Company;
	 
	 	(ii)	 	a merger or consolidation in which Company is not the surviving
entity, except for a transaction in which the holders of the outstanding voting
securities of Company immediately prior to such merger or consolidation hold,
in the aggregate, securities possessing more than 50% of the total combined
voting power of all outstanding voting securities of the surviving entity
immediately after such merger or consolidation;
	 
	 	(iii)	 	a reverse merger in which Company is the surviving entity but
in which securities possessing more than 50% of the total combined voting power
of all outstanding voting securities of Company are transferred to or acquired
by a person or persons different from the persons holding those securities
immediately prior to such merger;
	 
	 	(iv)	 	during any period of two (2) consecutive years during the
Employment Term or any extensions thereof, individuals, who, at the beginning
of such period, constitute the Board, cease for any reason to constitute at
least a majority thereof, unless the election of each director who was not a
director at the beginning of such period has been approved in advance by
directors representing at least two-thirds of the directors then in office who
were directors at the beginning of the period;
	 
	 	(v)	 	the sale, transfer or other disposition (in one transaction or
a series of related transactions) of assets of Company that have a total fair
market value equal to or more than one-third of the total fair market value of
all of the assets of Company immediately prior to such sale, transfer or other
disposition, other than a sale, transfer or other disposition to an entity (x)
which immediately following such sale, transfer or other disposition owns,
directly or indirectly, at least 50% of Company’s outstanding voting securities
or (y) 50% or more of whose outstanding voting securities is immediately
following such sale, transfer or other disposition owned, directly or
indirectly, by Company. For purposes of the foregoing clause, the sale of
stock of a subsidiary of Company (or the assets of such subsidiary) shall be
treated as a sale of assets of Company; or
	 
	 	(vi)	 	the approval by the stockholders of a plan or proposal for the
liquidation or dissolution of Company.





     10. Excise Tax Gross-up Payments.




	 	(a)	 	If any payments or benefits paid or provided or to be paid or provided to
Employee or for his benefit pursuant to the terms of this Agreement or otherwise in
connection with, or arising out of, his employment with Company or its subsidiaries or
the termination thereof (a “Payment” and, collectively, the




6









 












	 	 	 	“Payments”) would be
subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then,
except as otherwise provided in this Subsection 10(a), Employee will be entitled to
receive an additional payment (a “Gross-Up Payment”) in an amount such that, after
payment by Employee of all income taxes, all employment taxes and any Excise Tax
imposed upon the Gross-Up Payment (including any related interest and penalties),
Employee retains an amount of the Gross-Up Payment equal to the Excise Tax (including
any related interest and penalties) imposed upon the Payments. Notwithstanding the
foregoing, if the amount of the Payments does not exceed by more than 3% the amount
that would be payable to Employee if the Payments were reduced to one dollar less than
what would constitute a “parachute payment” under Section 280G of the Code (the “Scaled
Back Amount”), then the Payments shall be reduced, in a manner determined by Employee,
to the Scaled Back Amount, and Employee shall not be entitled to any Gross-Up Payment.
	 
	 	(b)	 	An initial determination of (i) whether a Gross-Up Payment is required pursuant
to this Agreement, and, if applicable, the amount of such Gross-Up Payment or (ii)
whether the Payments must be reduced to the Scaled Back Amount and, if so, the amount
of such reduction, will be made at Company’s expense by an accounting firm selected by
Company. The accounting firm will provide its determination, together with detailed
supporting calculations and documentation, to Company and Employee within ten (10)
business days after the date of termination of Employee’s employment, or such other
time as may be reasonably requested by Company or Employee. If the accounting firm
determines that no Excise Tax is payable by Employee with respect to a Payment or
Payments, it will furnish Employee with an opinion to that effect. If a Gross-Up
Payment becomes payable, such Gross-Up Payment will be paid by Company to Employee
within thirty (30) business days of the receipt of the accounting firm’s determination.
If a reduction in Payments is required, such reduction shall be effectuated within
thirty (30) business days of the receipt of the accounting firm’s determination. Within
ten (10) business days after the accounting firm delivers its determination to
Employee, Employee will have the right to dispute the determination. The existence of a
dispute will not in any way affect Employee’s right to receive a Gross-Up Payment in
accordance with the determination. If there is no dispute, the determination will be
binding, final, and conclusive upon Company and Employee. If there is a dispute,
Company and Employee will together select a second accounting firm, which will review
the determination and Employee’s basis for the dispute and then will render its own
determination, which will be binding, final, and conclusive on Company and on Employee
for purposes of determining whether a Gross-Up Payment is required pursuant to this
Subsection 10(b) or whether a reduction to the Scaled Back Amount is required, as the
case may be. If as a result of any dispute pursuant to this Subsection 10(b) a
Gross-Up Payment is made or additional Gross-Up Payments are made, such Gross-Up
Payment(s) will be paid by Company to Employee within thirty (30) business days of the
receipt of the second accounting firm’s determination. Company will bear all costs
associated with the second accounting firm’s determination, unless such determination
does not result in additional Gross-Up Payments to Employee




7









 












	 		 	or unless such
determination does not mitigate the reduction in Payments required to arrive at the
Scaled Back Amount, in which case all such costs will be borne by Employee.
	 
	 	(c)	 	For purposes of determining the amount of the Gross-Up Payment and, if
applicable, the Scaled Back Amount, Employee will be deemed to pay federal income taxes
at the highest marginal rate of federal income taxation in the calendar year in which
the Gross-Up Payment is to be made or the Scaled Back Amount is determined, as the case
may be, and applicable state and local income taxes at the highest marginal rate of
taxation in the state and locality of Employee’s residence on the date of termination
of Employee’s employment, net of the maximum reduction in federal income taxes that
would be obtained from deduction of those state and local taxes.
	 
	 	(d)	 	As a result of the uncertainty in the application of Section 4999 of the Code,
it is possible that Gross-Up Payments which will not have been made by Company should
have been made, Employee’s Payments will be reduced to the Scaled Back Amount when they
should not have been or Employee’s Payments are reduced to a greater extent than they
should have been (an “Underpayment”) or Gross-Up Payments are made by Company which
should not have been made, Employee’s Payments are not reduced to the Scaled Back
Amount when they should have been or they are not reduced to the extent they should
have been (an “Overpayment”). If it is determined that an Underpayment has occurred,
the accounting firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code) shall be promptly paid by Company to or for the benefit of
Employee. If it is determined that an Overpayment has occurred, the accounting firm
shall determine the amount of the Overpayment that has occurred and any such
Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the
Code) shall be promptly paid by Employee (to the extent he has received a refund if the
applicable Excise Tax has been paid to the Internal Revenue Service) to or for the
benefit of Company; provided, however, that if Company determines that such repayment
obligation would be or result in an unlawful extension of credit under Section 13(k) of
the Exchange Act, repayment shall not be required. Employee shall cooperate, to the
extent his expenses are reimbursed by Company, with any reasonable requests by Company
in connection with any contest or disputes with the Internal Revenue Service in
connection with the Excise Tax.
	 
	 	(e)	 	Employee shall notify Company in writing of any claim by the Internal Revenue
Service that, if successful, would require a payment resulting in an Underpayment. Such
notification shall be given as soon as practicable but no later than ten (10) business
days after Employee is informed in writing of such claim and shall apprise Company of
the nature of such claim and the date on which such claim is requested to be paid.
Employee shall not pay such claim prior to the expiration of the thirty (30) day period
following the date on which he gives such notice to Company (or such shorter period
ending on the date that any payment of




8









 












	 	 	 	taxes with respect to such claim is due). If
Company notifies Employee in writing prior to the expiration of such period that it
desires to contest such claim, Employee shall: (i) give Company any information
reasonably requested by Company relating to such claim; (ii) take such action in
connection with contesting such claim as Company shall reasonably request in writing
from time to time, including, without limitation, accepting legal representation with
respect to such claim by an attorney reasonably selected by Company; (iii) cooperate
with Company in good faith in order effectively to contest such claim; and (iv) permit
Company to participate in any proceeding relating to such claim; provided, however,
that Company shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such contest and shall indemnify
and hold Employee harmless, on an after-tax basis, for any Excise Tax or income tax
(including related interest and penalties) imposed as a result of such representation
and payment of costs and expenses. Without limitation on the foregoing provisions of
this Subsection 10(e), Company shall control all proceedings taken in connection with
such contest and, at its sole option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in respect of
such claim and may, at its sole option, either direct Employee to pay the tax claimed
and sue for a refund or contest the claim in any permissible manner, and Employee
agrees to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as Company
shall determine; provided, however, that if Company directs Employee to pay such claim
and sue for a refund, Company shall advance the amount of such payment to Employee, on
an interest-free basis and shall indemnify and hold Employee harmless, on an after-tax
basis, from any Excise Tax or income tax (including related interest or penalties)
imposed with respect to such advance or with respect to any imputed income with respect
to such advance. Company’s control of the contest shall be limited to issues that may
impact Gross-Up Payments or reduction in Payments under this Section 10, and Employee
shall be entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.
	 
	 	(f)	 	If, after the receipt by Employee of an amount advanced by Company pursuant to
Subsection 10(e), Employee becomes entitled to receive any refund with respect to such
claim, Employee shall (subject to Company’s complying with the requirements of
Subsection 10(e)) promptly pay to Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by Employee of an amount advanced by Company pursuant to Subsection 10(e), a
determination is made that Employee shall not be entitled to any refund with respect to
such claim and Company does not notify Employee in writing of its intent to contest
such denial of refund prior to the expiration of thirty (30) days after such
determination, then such advance shall be forgiven and shall not be required to be
repaid.





9









 





	 	(g)	 	Any payment under this Section 10 must be made by Company no later than the end
of the Employee’s tax year following the Employee’s tax year in which the Employee
remits the related tax payments.





     11. Non-Delegation of Employee’s Rights. The obligations, rights and benefits of
Employee hereunder are personal and may not be delegated, assigned or transferred in any manner
whatsoever, nor are such obligations, rights or benefits subject to involuntary alienation,
assignment or transfer.



     12. Confidential Information. Employee acknowledges that he will occupy a position of
trust and confidence and will have access to and learn substantial information about Company and
its affiliates and their operations that is confidential or not generally known in the industry
including, without limitation, information that relates to purchasing, sales, customers, marketing,
and the financial positions and financing arrangements of Company and its affiliates. Employee
agrees that all such information is proprietary or confidential, or constitutes trade secrets and
is the sole property of Company and/or its affiliates, as the case may be. Employee will keep
confidential, and will not reproduce, copy or disclose to any other person or firm, any such
information or any documents or information relating to Company’s or its affiliates’ methods,
processes, customers, accounts, analyses, systems, charts, programs, procedures, correspondence or
records, or any other documents used or owned by Company or any of its affiliates, nor will
Employee advise, discuss with or in any way assist any other person, firm or entity in obtaining or
learning about any of the items described in this Section 12. Accordingly, Employee agrees that
during the Employment Term and at all times thereafter he will not disclose, or permit or encourage
anyone else to disclose, any such information, nor will he utilize any such information, either
alone or with others, outside the scope of his duties and responsibilities with Company and its
affiliates.



     13. Non-Competition.




	 	(a)	 	During Employment Term Employee agrees that, during the Employment
Term, he will devote such business time, attention and energies reasonably necessary to
the diligent and faithful performance of the services to Company and its affiliates,
and he will not engage in any way whatsoever, directly or indirectly, in any business
that is a direct competitor with Company’s or its affiliates’ principal business, nor
solicit customers, suppliers or employees of Company or affiliates on behalf of, or in
any other manner work for or assist any business which is a direct competitor with
Company’s or its affiliates’ principal business. In addition, during the Employment
Term, Employee will undertake no planning for or organization of any business activity
competitive with the work he performs as an employee of Company, and Employee will not
combine or conspire with any other employee of Company or any other person for the
purpose of organizing any such competitive business activity.
	 
	 	(b)	 	After Employment Term. The parties acknowledge that Employee will
acquire substantial knowledge and information concerning the business of Company and
its affiliates as a result of his employment. The parties further acknowledge that the
scope of business in which Company and its affiliates are engaged as of the




10









 






	 	 	 	Effective
Date is national and very competitive and one in which few companies can successfully
compete. Competition by Employee in that business after the Employment Term would
severely injure Company and its affiliates. Accordingly, for a period of one (1) year
after Employee’s employment terminates for any reason whatsoever, except as otherwise
stated herein below, Employee agrees: (1) not to become an employee, consultant,
advisor, principal, partner or substantial shareholder of any firm or business that
directly competes with Company or its affiliates in their principal products and
markets; and (2), on behalf of any such competitive firm or business, not to solicit
any person or business that was at the time of such termination and remains a customer
or prospective customer, a supplier or prospective supplier, or an employee of Company
or an affiliate. Notwithstanding any of the foregoing provisions to the contrary,
Employee shall not be subject to the restrictions set forth in this Subsection 13(b) if
Employee’s employment is terminated by Company without Cause.





     14. Return of Company Documents. Upon termination of the Employment Term, Employee
shall return immediately to Company all records and documents of or pertaining to Company or its
affiliates and shall not make or retain any copy or extract of any such record or document, or any
other property of Company or its affiliates.



     15. Improvements and Inventions. Any and all improvements or inventions that Employee
may make or participate in during the Employment Term, unless wholly unrelated to the business of
Company and its affiliates and not produced within the scope of Employee’s employment hereunder,
shall be the sole and exclusive property of Company. Employee shall, whenever requested by Company,
execute and deliver any and all documents that Company deems appropriate in order to apply for and
obtain patents or copyrights in improvements or inventions or in order to assign and/or convey to
Company the sole and exclusive right, title and interest in and to such improvements, inventions,
patents, copyrights or applications.



     16. Actions. The parties agree and acknowledge that the rights conveyed by this
Agreement are of a unique and special nature and that Company will not have an adequate remedy at
law in the event of a failure by Employee to abide by its terms and conditions, nor will money
damages adequately compensate for such injury. Therefore, it is agreed between and hereby
acknowledged by the parties that, in the event of a breach by Employee of any of the obligations of
this Agreement, Company shall have the right, among other rights, to damages sustained thereby and
to obtain an injunction or decree of specific performance from any court of competent jurisdiction
to restrain or compel Employee to perform as agreed herein. Employee hereby acknowledges that
obligations under Sections and Subsections 12, 13(b), 14, 15, 16, 17 and 18 shall survive the
termination of employment and be binding by their terms at all times subsequent to the termination
of employment for the periods specified therein. Nothing herein shall in any way limit or exclude
any other right granted by law or equity to Company.



     17. Release. Notwithstanding any provision herein to the contrary, Company may
require that, prior to payment of any amount or provision of any benefit under Section 9 or payment
of any Gross-Up Payment pursuant to Section 10 of this Agreement (other than due to Employee’s
death), Employee shall have executed a complete release of Company and its



11









 




affiliates and related
parties in such form as is reasonably required by Company, and any waiting periods contained in
such release shall have expired. With respect to any release required to receive payments owed
pursuant to Section 9, Company must provide Employee with the form of release no later than seven
(7) days after the Date of Termination and the release must be signed by Employee and returned to
Company, unchanged, effective and irrevocable, no later than sixty (60) days after the Date of
Termination.




     18. No Mitigation. Company agrees that, if Employee’s employment hereunder is
terminated during the Employment Term, Employee is not required to seek other employment or to
attempt in any way to reduce any amounts payable to Employee by Company hereunder. Further, the
amount of any payment or benefit provided for hereunder (other than pursuant to Subsection 9(a)(v)
hereof) shall not be reduced by any compensation earned by Employee as the result of employment by
another employer, by retirement benefits or otherwise.



     19. Entire Agreement and Amendment. This Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter of this Agreement, and
supersedes and replaces all prior agreements, understandings and commitments with respect to such
subject matter. This Agreement may be amended only by a written document signed by both parties to
this Agreement.



     20. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida, excluding any conflicts or choice of law rule or principle
that might otherwise refer construction or interpretation of this Agreement to the substantive law
of another jurisdiction. Any litigation pertaining to this Agreement shall be adjudicated in courts
located in Duval County, Florida.



     21. Successors. This Agreement may not be assigned by Employee. This Agreement shall
be binding upon and inure to the benefit of the parties and their permitted successors or assigns.



     22. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.



     23. Attorneys’ Fees. If any party finds it necessary to employ legal counsel or to
bring an action at law or other proceedings against the other party to interpret or enforce any of
the terms hereof, the party prevailing in any such action or other proceeding shall be promptly
paid by the other party its reasonable legal fees, court costs, litigation expenses, all as
determined by the court and not a jury, and such payment shall be made by the non-prevailing party
no later than the end of the Employee’s tax year following the Employee’s tax year in which the
payment amount becomes known and payable. The rights under this Section shall survive the
termination of employment and this Agreement until the expiration of the applicable statute of
limitations.



     24. Severability. If any section, subsection or provision hereof is found for any
reason whatsoever to be invalid or inoperative, that section, subsection or provision shall be
deemed severable and shall not affect the force and validity of any other provision of this
Agreement. If any covenant herein is determined by a court to be overly broad thereby making



12









 




the
covenant unenforceable, the parties agree and it is their desire that such court shall substitute a
reasonable judicially enforceable limitation in place of the offensive part of the covenant and
that as so modified the covenant shall be as fully enforceable as if set forth herein by the
parties themselves in the modified form. The covenants of Employee in this Agreement shall each be
construed as an agreement independent of any other provision in this Agreement, and the existence
of any claim or cause of action of Employee against Company, whether predicated on this Agreement
or otherwise, shall not constitute a defense to the enforcement by Company of the covenants in this
Agreement.




     25. Notices. Any notice, request, or instruction to be given hereunder shall be in
writing and shall be deemed given when personally delivered or three (3) days after being sent by
United States Certified Mail, postage prepaid, with Return Receipt Requested, to the parties at
their respective addresses set forth below:



     To Company:


Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, FL 32204

Attention: General Counsel




     To Employee:


James W. Woodall

Fidelity National Information Services, Inc.

601 Riverside Avenue

Jacksonville, FL 32204




     26. Waiver of Breach. The waiver by any party of any provisions of this Agreement
shall not operate or be construed as a waiver of any prior or subsequent breach by the other party.



     27. Tax Withholding. Company or an affiliate may deduct from all compensation and
benefits payable under this Agreement any taxes or withholdings Company is required to deduct
pursuant to state, federal or local laws.



     28. Code Section 409A. To the extent applicable, it is intended that this Agreement
and any payment made hereunder shall comply with the requirements of Section 409A of the Code, and
any related regulations or other guidance promulgated with respect to such Section by the U.S.
Department of the Treasury or the Internal Revenue Service (“Code Section 409A”). Any provision
that would cause the Agreement or any payment hereof to fail to satisfy Code Section 409A shall
have no force or effect until amended to comply with Code Section 409A, which amendment may be
retroactive to the extent permitted by Code Section 409A.



13









 





     IN WITNESS WHEREOF the parties have executed this Agreement to be effective as of the date
first set forth above.



	 	 	 	 	 
	 	FIDELITY NATIONAL INFORMATION SERVICES, INC.

 	 
	 	By:  	/s/ Lee A. Kennedy
 	 
	 	Its: 
 	 President and Chief Executive Officer
 	 
	 	JAMES W. WOODALL 	 
	 
	 	 
	 	/s/ James W. Woodall
 	 
	 




14